FansUnite Entertainment Inc. (OTC: FUNFF) (CSE: FANS) announces that it has completed its previously announced acquisition of Askott Entertainment Inc. (“Askott”), creating a leader in the Canadian gaming sector (the “Transaction”).
The acquisition of Askott supports FansUnite’s vision to become a leading technology platform that can serve a growing online gaming market. Askott has a rich operating history dating back to 2013 with a focus on creating both B2B and B2C betting products in the rapidly growing esports industry. Most recently, Askott’s B2B Chameleon Gaming platform was shortlisted for the 2020 EGR B2B Awards for Esports Betting Supplier of the Year. With Askott Entertainment being a first mover in the esports sector, FansUnite will now be able to accelerate their trajectory by providing customers with a broader range of betting options that includes sports, esports, casino games and many others.
“With the Askott acquisition now complete, FansUnite is well positioned to become a leader in the global I-gaming market,” said Darius Eghdami, President of FansUnite. “The combined forces of both companies will bring together a portfolio of B2B and B2C assets that are unique, industry leading, and support our goal of growing our global footprint in the fast growing gaming industry.”
“We are pleased to announce the closing of this transaction as it represents one of our biggest milestones to date and allows us to turn our attention to the future,” said Scott Burton, CEO of FansUnite. “Our intention as a company has always been to scale and capture market share quickly. With that in mind we have brought together a world class team of executives and board members that have led some of the largest gaming companies in the world. With their help, we will look to execute on our vision of becoming a leader in the global gaming market.”
Management and Board Transition
- The Board of Directors of FansUnite continues to be composed of five members. Duncan Peter McIntyre, Saxon Tudor Shadforth, and Shafin Diamond Tejani have resigned as directors of FansUnite, and were replaced with Scott Burton, founder and former CEO Askott, James Keane, and Chris Grove.
- Scott Burton, CEO of Askott, has become the CEO of FansUnite and Darius Eghdami has become the President of FansUnite. Jeremy Hutchings, the former CTO of Askott, has become the CTO of FansUnite, Ian Winter, the former COO of Askott, has become the COO of FansUnite and management of FansUnite will otherwise remain the same. Duncan Peter McIntyre has resigned as COO of the Company.
Material Terms of the Transaction
- Existing Askott shareholders received 1.9193 common shares of FansUnite (the “FansUnite Shares”) for each Askott common share (an “Askott Share”) held at closing (the “Exchange Ratio”), representing an implied valuation of C$0.7485 per Askott Share, and resulting in the issuance of an aggregate of 71,171,212 FansUnite Shares at a price of C$0.39 per FansUnite Share to the former Askott shareholders. In addition, former holders of 125,000 common share purchase warrants of Askott are now entitled to purchase an aggregate of up to 239,912 FansUnite Shares at an exercise price of approximately C$0.32 per FansUnite Share with expiry date on May 31, 2023 (the “FansUnite Warrants”) and former holders of 1,820,000 stock options of Askott are now entitled to purchase an aggregate of up to 3,493,122 FansUnite Shares at exercise prices ranging from approximately C$0.26 to C$0.32 per FansUnite Share, with expiry dates between September 27, 2020 and January 1, 2025 (the “FansUnite Options”).
- FansUnite has issued an aggregate of 12,712,115 FansUnite Shares at a price of C$0.40 per FansUnite Share upon exchange of the Askott Shares issued in connection with the previously announced private placement of subscription receipts (the “Subscription Receipts”) for C$5,009,846 (the “Askott Private Placement”). In addition, the former holders of Subscription Receipts are now entitled to purchase an aggregate of up to 6,262,307 FansUnite Shares at an exercise price of C$0.55 per FansUnite Share with expiry date on August 11, 2022 pursuant to the share purchase warrants issued in connection with the Askott Private Placement and the former holders of the broker and advisory warrants issued in connection with the Askott Private Placement are now entitled to purchase an aggregate of up to 779,762 FansUnite Shares at an exercise price of C$0.55, with expiry date on July 21, 2022 (collectively, the “FansUnite Financing Warrants”).
- A total of $4,514,585.94 from the Askott Private Placement has now been released from escrow.
- FansUnite has issued 758,600 FansUnite Shares at a price of C$0.39 per share to Haywood Securities Inc. in connection with the previously announced assumption by FansUnite of Askott’s obligations to Haywood for advisory services related to the Transaction (the “M&A Advisory Shares”).
- Upon completion of the Transaction, there are 154,345,706 FansUnite Shares issued and outstanding.
The 12,712,115 FansUnite Shares issued upon exchange of the Askott Shares issued in connection with the Askott Private Placement, the FansUnite Financing Warrants, the FansUnite Warrants, the FansUnite Options, and the FansUnite Shares issuable upon exercise of all such warrants and options will not be subject to any statutory hold periods under applicable Canadian securities laws.
The 71,171,212 FansUnite Shares issued to existing Askott shareholders pursuant to the Transaction are subject to the following contractual hold periods: (i) 10% are not be subject to any hold period, (ii) 15% are subject to a hold period expiring September 5, 2020, (iii) 25% are subject to a hold period expiring November 5, 2020, (iv) 25% are subject to a hold period expiring February 5, 2021, and (v) 25% are subject to a hold period expiring May 5, 2021.
The M&A Advisory Shares are subject to resale restrictions expiring on December 12, 2020 pursuant to Canadian securities laws.
About FansUnite Entertainment Inc.
FansUnite is a sports and entertainment company, focusing on technology related to regulated and lawful online gaming in sports, esports and casino. In addition to providing underlying technology, FansUnite operates multiple growing B2C brands. FansUnite adds value by acquiring and growing its gaming portfolio with high growth assets in new or developing markets.